Withholding by purchaser in sale of business and foreclosure by creditors – R.S.Mo § 144.150 3/29/13
- sales tax
- use tax
- credit for tax paid to other state
- facts can effect the application of sales tax
- sales tax liens
- "nexus" and requirement for a seller to collect remote state's tax
- Streamlined Sales Tax Project
- personal liability of officers etc. for sales tax not paid by entity
- requirement for buyer to withhold sales tax in purchasing a business
- Any retailer selling all or substantially all its business or stock of goods ("inventory") or quitting business must file a final return within 15 days [§ 144.150.1].
- A seller contracting to sell all or substantially all its business must:
- request a statement of the amount of tax due or no tax due certificate from the director of revenue;
- present the statement or certificate to purchaser prior to the sale; and
- obtain purchaser's signature.
Failure to do so results in a penalty equal to 25% of the seller's delinquency at the time of the sale (purchaser is not liable for this penalty) [§ 144.150.2].
- Purchasers must withhold a sufficient amount from the purchase money to cover the seller's unpaid sales tax, interest, additions or penalties due unless seller produces a receipt from the director showing that the taxes have been paid or a certificate stating that no taxes are due (but a purchaser does not know how much to withhold unless he gets the statement). Purchaser is personally liable if it fails to withhold and remit to pay all unpaid taxes, interest, additions to tax and penalties due from the seller to the director at the time of purchase [§ 144.150.3].
- The director must furnish a statement or certificate within 15 business days of written request . The person obtaining a certificate may rely on it for a period of 120 days [§ 144.150.4].
- A secured creditor enforcing a lien against a business or a stock and goods may obtain a statement of sales tax due from the director in accordance with § 144.150.4. If the director fails to respond within 15 business days from receipt of the request it is conclusively presumed all sales taxes have been paid as to the secured creditor or any successor of the secured creditor, whether the immediate successor or more remote. Subsection 144.150.4 does not eliminate the seller's sales tax liability. Any purchaser of the business or stock of goods as a result of a creditor's enforcement action is exempt from the liability set forth in subsection 144.150.3. [§ 144.150.5]
- Any creditor enforcing a lien against the business or stock of goods is entitled to its principal sums, accrued interest, and expenses of enforcing the lien including its attorney's fees. The balance must be paid to creditors having a priority interest, then the amount of the tax, interest, additions to tax and penalties to the director. Nothing in § 144.150 affects the priority of any lien filed by the director against the former owner or predecessor. [§ 144.150.6]
You can obtain the certificate of no tax due at http://dor.mo.gov/, on the right side of the web page marked by a white star in a red circle under the section "Popular Online Services". You will need the Missouri "MITS" number and PIN located on the sales tax booklet. 13/27/13